Counting Stars
by Lady Jayde Une
Summary: [Philinda] Phil Coulson contemplates many things as he wakes from a nightmare and glimpse into the events in Bahrain with Melinda May and Skye's hidden past. Chapter 2 takes place straight after the events in Chapter 1. **Warning - Ch2 is for mature readers only** Please Read & Review, but most importantly Enjoy!
1. Chapter 1

_Counting Stars_

Hi my fellow Agents of S.H.I.E.L.D fans. I have loved the Coulson/May aka Philinda pairing since I laid eyes on them and saw their interaction, so here's my take on a very beautiful song by OneRepublic and with these two Agents in mind, now has a brand new meaning to me. The disclaimer your looking for is at the bottom of this fic.

**Please R&R and Enjoy! ^_^**

**_**Lately, I've been, I've been losing sleep  
Dreaming about the things that we could be  
But baby, I've been, I've been praying hard,  
Said, no more counting dollars  
We'll be counting stars, yeah we'll be counting stars_**

Agent Phil Coulson woke from an agitated sleep, it seemed every night he had the same succession of dreams –no, make that nightmares, which felt so real he could almost mistake them for memories. He sat up in his bed, in the middle of his office onboard the top level of 'the Bus', a very large specially equipped SHIELD plane, the light from the moon and stars shining though the reinforced glass in the roof of his office clearly showing the sweat covering his body from head to toe.

**_**I see this life like a swinging vine  
Swing my heart across the line  
And my face is flashing signs  
Seek it out and you shall find  
Old, but I'm not that old  
Young, but I'm not that bold  
I don't think the world is sold  
I'm just doing what we're told  
I feel something so right  
Doing the wrong thing  
I feel something so wrong  
Doing the right thing  
I could lie, couldn't I, could lie  
Everything that kills me makes me feel alive_**

His nightmares always started the same. Agent Melinda May and himself working out in the field, more years ago than he cared to remember, out in Bahrain. They and a few other select Agents were the so-called 'Welcome-Wagon' to a supposedly gifted individual. All appeared to be going well, the Gifted even followed the Agents willingly to a SHIELD facility in Bahrain when he was asked to register himself on their 'List'. However, the good fortune had stopped there. The Gifted individual was very popular with the local population and believed him a God taken from them unwillingly by Americans. What happened next outside the facility was nothing short of a riot. At least 12 good SHIELD agents were killed on that day. Some of the few survivors were Melinda May, himself and a civilian child…his and Melinda's child. A beautiful little girl with pale beige skin and brown hair and she was no more than 6 months old. And if not for Melinda, with her pure strength and courage on that day in eliminating the misguided rioting locals, he doesn't doubt that they would be among the body count also.

**_**Lately, I've been, I've been losing sleep  
Dreaming about the things that we could be  
But baby, I've been, I've been praying hard,  
Said, no more counting dollars  
We'll be counting stars_**

Melinda and Phil had always been close. Over the many years of working together and nearly dying together they soon developed an intimate relationship, even before Bahrain. He knew SHIELD would be his life and hers too, but back then he had wished for more. He would sometimes let himself fantasize that they were a normal couple, with a normal house, a normal job, then later that fantasy included the newest member of their family: Skye.

Skye was a welcome, yet unexpected, event in their already 'eventful' lives yet Melinda coped will with the pregnancy, birth and being a mother in general, Phil wasn't surprised by this as she excels in everything she turns her hand to. Skye was conceived and born while Phil and Melinda were based in Bahrain and she stayed at the facility, which until the incident appeared safe enough. After the debacle, Skye was forcibly removed from the pair by SHIELD. Melinda was distraught, screaming, crying, fighting to get back to her precious daughter. The top brass at SHIELD had told the pair that his is required to protect the child's safety…surely you can't argue with that. I and a few other Agents tried to hold Mel back as they took our daughter from us. I whispered in her ear "Let the girl go! It's for the best. Please Mel, let the girl go!" I said it for my own benefit as well as hers, hoping that I'd believe it and didn't feel my heart being torn out – But that came later.

Phil and Mel were pulled out of Bahrain and sent straight to The Hub. Nick Fury felt for the pair but reiterated the fact that Skye was taken to an orphanage by a SHIELD Agent earlier that day, where she'll live a normal safe life and any of her connections to SHIELD will be removed, even down to her surname.

Mel had been broken, she tried to return to the field again but her head wasn't in the right place and she felt she jeopardised her missions so she requested a transfer to Administration, for what she hoped would be a quieter life.

**_**I feel the love and I feel it burn  
Down this river, every turn  
Hope is a four-letter word  
Make that money, watch it burn  
Old, but I'm not that old  
Young, but I'm not that bold  
I don't think the world is sold  
I'm just doing what we're told  
I feel something so wrong  
Doing the right thing  
I could lie, could lie, could lie  
Everything that drowns me makes me wanna fly_**

Phil and Melinda grew distant from then on, neither of them quite knowing what to say. Phil didn't want to bring up mission-talk and re-open old wounds, Melinda didn't really want to talk at all as her personality seem to drowned in despair. After nearly a year of trying to keep their relationship together, they split up. Mel stayed in Administration and Phil continued with his adventures, the last of which were The Avengers.

**_**Lately, I've been, I've been losing sleep  
Dreaming about the things that we could be  
But baby, I've been, I've been praying hard,  
Said, no more counting dollars  
We'll be counting stars_**

The second part of his nightmare was the terrible events leading up to and following his death in the Battle of New York. Loki's sceptre piercing his heart and killing him was nearly as painful as loosing his child. Every day when he looks at the scar on his chest he has flashbacks so clear it's like he's living it again, hoping to change the past and everyday he now sees Skye. A bittersweet twist of fate that had brought her back to him and Mel. He can see that even though she claims to be 'messed-up' she has grown into a wonderful, intelligent, beautiful young woman and he and Mel couldn't be more proud. Phil and Melinda were not aware that Skye was their child when she was first located and captured for being a prominent member of The Rising Tide. It was only after Skye reluctantly passed him the sim-card with all her background info and his own digging at The Hub for the un-redacted SHIELD file did he and Mel realise that their daughter had returned 'Home'.

**_**Take that money  
Watch it burn  
Sink in the river  
The lessons are learnt…  
Everything that kills me makes feel alive_**

Ok peeps, that's al I have! Hope you enjoyed reading it. If you haven't heard this song, check it out on youtube. I'll leave you now with the disclaimers:

I don't own Marvel's Agents of S.H.I.E.L.D or the epic characters, they're owned by Marvel….It's in the title after all ^_^

I don't own The Avengers, for the same reason as the above really.

I don't own OneRepublic's Counting Stars, OneRepublic do!

And Finally…! I don't own Bahrain but Hamad bin Isa Al Khalifa does. Hope that's clarified matters ^_^

Please review/comment/critique I love feedback xx


	2. Chapter 2

Hi all, because you all asked for it, here's part two from May's POV, though please be warned this chapter is a LEMON so will have strong sexual content, if your not a fan of this or not of age, best stop reading from here. Thank you for your reviews so far, they've really helped me. Please review for this chapter I really appreciate the feedback/critique.

Chapter 2

Melinda was both tired and agitated, she took a quick glance around her cockpit, flipped a few switches and removed her headphones from her ears. The 'Bus' now set to autopilot mode, flew high in the night sky, the blinking lights in the cockpit gently illuminating her path as she left the room.

She made her way to the living area, which was now thankfully vacant; the lights were again dimmed for her tired eyes. Maybe she'll be able to relax here and try to take her mind off the events in the last 24 hours. Melinda made her way over to the bar, picked up a glass and coaster, grabbed the whiskey bottle and began pouring herself a stiff drink. She sat on the barstool and took a big gulp of her drink, swallowed and hissed as the drink hit her throat, making a warm track down to her stomach. She took a smaller 'swig' of her drink and her mind drifted back to earlier today when she and the rest of the team found Coulson after their world-wide search, relieved that he was still alive but upset at the state he was in when they found him not to mention what he was screaming when she saw him. It's never easy to see the ones you love beg for death, she has a feeling that no matter how much she drank tonight, it wouldn't be enough…

May rubbed her closed eyes, she knows sleep will elude her even though her body and eyes are tired, the drink making her body feel more lethargic but her mind won't stop running though what happened with Phil today and her thoughts racing a 100 miles per hour. She finished the last dregs of her drink and sighed. She sat there alone for a few minutes until she heard troubled mumbling.

May stood from her perch on the barstool picked up the bottle of whiskey, walked passed the bunks and toward the spiral staircase and listened a bit harder. She decided to climb the stairs when she heard shuffling in Coulson's bed and what sounds to be an exclamation of waking from a terrible nightmare. She knows he has them most nights. How well he handles each one when he wakes up changes from day to day, tonight's one sounded particularly harrowing. May reached the top of the stairs in silence as she had removed her shoes earlier in the day along with her tight leather jacket and stood at his office/bedroom door in her leggings and black top, her usual tai-chi outfit holding the whiskey bottle like it was her new best friend.

She opened the door; she was never one to knock, not even for Coulson and his privacy. He didn't mind though, he never does. She saw the panic and distress on his face; sweat dripping from his body and duvet in disarray across his bed, she stood tall but her face softened and betrayed her emotions.

"May, what are you doing up? Shouldn't you be asleep?" Phil said between panting, wiping the sweat from his forehead and cheeks with his hands.

She thought the best way to answer his question was to ask him one also "Couldn't sleep?"

Coulson let out a small laugh as he sat further up in bed, getting used to his surroundings and remembering how he's on the bus, safe and with May, each and everyone of those statements he was grateful for.

"Drink?" Melinda says as she raised the bottle slightly.

"Sure" Phil says as he smiles and flings his legs off the bed and feeling the carpet on his feet. He watched Melinda as she walked over to his desk, picked up two glasses poured a triple measure in each and handed one to Phil. He took it gratefully and didn't wait to savour the smell or flavour, he simply knocked it back and sat the glass on a small table which served as a bedside cabinet. Mel took three sips to finish her measure and walked over to place her glass beside Phil's.

May stood directly in front of where Phil sat on the bed and asked, "Do you want to talk about it?"

He glanced up at her and threw his arms around her from his still seated position, face buried in her midsection, one arm around her waist and the other circling the very tops of her thighs, the top of his arm brushing against her backside. Well needless to say, she didn't expect this so she done the only thing she could from this position and wrap her arms around his head, lean over him to kiss the top of his head. They remained like this for a few moments until she started stroking the side of his head with her palm in a silent attempt to comfort him. He thanked her by squeezing her tighter, pulling her closer to him and sighing gently in his throat. She had to admit, she was enjoying this embrace, it felt like coming back home again being in his arms. She continued to stroke his face and kiss his head, each kiss lasting a little longer than the last.

Coulson's arms weren't stationary at this time either, as his hands roamed, stroked, rubbed and occasionally groped all over May's body. His hands rubbed up and down the backs of May's thighs as he started kissing May's stomach. She took the hint, removed her hands from his face and lifted her top and removed it all together. He resumed his kissing of her midsection, squeezing her backside as he did so. His hands started to lift as he got to the waistband of her leggings, he glanced up to her face silently asking permission, he grinned when she nodded at him to continue.

When the leggings joined the little pool of May's clothes on the office floor, May took a step away from him so she could lock his door. Once the door clicked, she felt him standing flush behind her, his arms wrapped again around her small waist, his large hand flat against her stomach as he rubbed his hardening erection against her rhythmically. She sighed slightly at the familiar feeling and started to rock herself against him. He kissed her shoulders and neck, breathing in the fresh smell of her hair and the growing aroma of her feminine arousal. She knew he needed this as much as she did, her rubbing having the desired effect as she could feel her body slick with his pre-cum. One of Phil's hands reached up to caress and need at Melinda's breasts, the other sliding down her belly to the juncture of her thighs, where his middle finger stroked over then into her centre.

Mel gasped breathlessly and tried to lower herself further onto his finger when it was joined by a second. She threw her head back and it rested on Phil's shoulder. His kisses worked their way up her neck to venture across her jaw then towards her ear, where he nipped, licked and sucked on her earlobe.

"Ah, Phil…!" She gasped, her breath catching on her throat as her body was enjoying what Phil was doing to her. His fingers rubbed faster in her core and she parted her legs wider as she continued to grind, a third finger joined the pleasure-party. Mel though it was surely game-over for her now, it won't be long until she comes. His thumb started rubbing and pinching at her clit seconds later she was blinded by her orgasm. She leant a hand on his wall steadying her weight as her legs felt like they were going to give way. The only thing probably propping her up right now was Phil's fingers inside her.

Once her muscles had relaxed enough for him to remove his fingers she turned around to face him and kissed him deeply with more passion than she had before. She wanted him to know that she is glad he is alive and she never wants to hear him beg for death again. As she parted from the kiss to breath, she looked at him in the eye and told him "I love you."

Coulson smiled, picked her up, lay her on his bed and as he positioned himself above her, whispered, "I love you too, Mel." She spread her legs as she looked up at him, waiting with anticipation for him to fill her again as he did before. He entered slowly, growled at the back of his throat with satisfaction as the remnants of her last orgasm griped and caressed him intimately. He plunged himself all the way into her till he couldn't go any further. Her face contorted slightly as he hit her wall, pulled out and hit it again. She matched him blow for blow, grasping at his arms and shoulders as she threw her head about in his soft bed. "Ah, ah, ah, yeah, right there, mmmm." He sped the pace a bit, laying over her as he whispered how much he loved and missed her in her ear.

May was oblivious to most of what he was saying. She couldn't hear shit at this time, she could only feel and what she was feeling was great, Phil's cock hitting the spot as it filled her completely, the weight and warmth of his body covering hers and hot breath tickling her ears. She raised her legs higher up his body, he took the queue and lifted himself off her slightly so he could raise her legs around his neck and pound into her from a new angle. He loved the new sensations he was getting and the view was pretty good to watching May writhe beneath because of his actions. He watched himself plunge in and out of her and it took his arousal to a whole new level. He couldn't hold back anymore, his body needed to finish what was started, so he picked up the pace again and thrust into May like they were the only ones on the plane. His mouth roamed from her open and willing mouth, down her neck, sucked and licked at her nipple. His hand ventured back down to her moist welcoming pussy. His fingers slick again as he stimulated her clit so quickly that her head was spinning.

"Ah, fuck, fuck, fuck…" May gasped as she hurtled closer to her 2nd orgasm. Coulson knew she was close, he felt his own orgasm rise as he could feel balls tighten, he realised that was May's hand encouraging him on. Seconds later he exclaimed as he came deep inside her with his hot seed, she continued to grind on him as she came again seconds later. She could feel her walls gripping and caressing his shaft, she really couldn't get enough of this and him.

She hummed to herself contentedly as he pulled himself out and lay beside her. He was glad to see that he made her as sweaty as he was when she first walked in the room.

Coulson lay on his back, one arm around his head, the other around May who was laying on her side with her leg draped over his groin and her hand resting on his chest and her head on his shoulder.

Melinda closed her eyes and whispered, "Goodnight, Phil."

"Goodnight, babe." He kissed her forehead and closed his eyes.

Nightmares stayed away from the couple that night as they both managed to sleep peacefully.

* * *

Well that's all I have for now. We best see what happens on Tuesday's Ep of SHIELD before I think of adding any more or starting a new story.

I hope you like this chapter, sorry if your not a fan of Lemons. I wanted to add to add some here 'cus, lets face it, there ain't many!

Please review, thanks! ^_^


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